0001558370-24-012262 | 10-Q | XBRL Viewer

Significant Accounting Policies

6 Months Ended

Jun. 30, 2024

(2) Significant Accounting Policies

(a) Basis of Presentation

These unaudited condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements and the accompanying notes (collectively, the “Condensed Consolidated Financial Statements”) should be read together with the audited consolidated financial statements and accompanying notes included in the Company’s 2023 Form 10-K which was filed with the SEC on March 12, 2024.

These Condensed Consolidated Financial Statements have been prepared on the same basis as the audited annual financial statements and reflect all adjustments, which include normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of June 30, 2024 and the results of operations for the three and six months ended June 30, 2023 and 2024. The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the full year ending December 31, 2024 or any other future interim or annual period.

All amounts presented in these Condensed Consolidated Financial Statements are expressed in thousands of U.S. dollars, except share and per share amounts and unless otherwise noted.

Refer to Note 2, Significant Accounting Policies to the consolidated financial statements in the Company’s Annual Report on Form 10-K, filed with the SEC on March 12, 2024, for a summary and discussion of the Company’s significant accounting policies, except as updated below.

(b) Reclassification of Prior Year Presentation

Reclassifications of previously reported amounts have been made to conform to the current year’s presentation. Accounts payable and accrued liabilities, which had been previously reported separately, have been combined within the Condensed Consolidated Statements of Cash Flows. This reclassification did not impact previously reported amounts on the Company’s Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Operations and Comprehensive Loss or Condensed Consolidated Statements of Equity (Deficit).

To conform with the current year’s presentation where equity-based compensation reported is allocated between the applicable financial statement line items within the Condensed Consolidated Statements of Operations and Comprehensive Loss, the Company reclassified $1.2 million and $1.4 million of equity-based compensation expense for the three and six months ended June 30, 2023, respectively, out of general and administrative and into cost of revenue, sales and marketing, operations, and technology and development. This adjustment impacted the Company’s gross margin presented within the Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2023 by the amount of equity-based compensation reclassified to cost of revenue. This adjustment did not impact the Company’s net loss presented within the Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2023. This adjustment did not impact previously reported amounts on the Company’s Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Equity (Deficit) or Condensed Consolidated Statements of Cash Flows.

See the table below for a reconciliation of previously reported balances to the adjusted balances for this year’s presentation within the Condensed Consolidated Statements of Operations and Comprehensive Loss (in thousands):


	For the three months ended June 30, 2023
	Previously Reported		Adjustment		Adjusted Presentation
Cost of revenue	$	64,686	$	30	$	64,716
General and administrative	$	17,885	$	(1,205)	$	16,680
Sales and marketing	$	7,954	$	355	$	8,309
Operations	$	6,419	$	547	$	6,966
Technology and development	$	3,007	$	273	$	3,280


	For the six months ended June 30, 2023
	Previously Reported		Adjustment		Adjusted Presentation
Cost of revenue	$	124,738	$	34	$	124,772
General and administrative	$	35,995	$	(1,408)	$	34,587
Sales and marketing	$	14,601	$	418	$	15,019
Operations	$	14,624	$	638	$	15,262
Technology and development	$	6,369	$	318	$	6,687

The preparation of Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and the accompanying notes. Changes in facts and circumstances or discovery of new information may result in revised estimates, and actual results could differ from those estimates.

Loss Attributable to Inspirato Incorporated per Class A Share

6 Months Ended

Jun. 30, 2024

Loss Attributable to Inspirato Incorporated per Class A Share

Loss Attributable to Inspirato Incorporated per Class A Share

(11) Loss Attributable to Inspirato Incorporated per Class A Share

Basic and diluted earnings (loss) per share (“EPS”) is computed utilizing shares that participate in the Company’s earnings – including dividend rights. The Company’s Class A and Class B Common Stock are the classes of shares that are entitled to the Company’s earnings and dividends.

EPS is computed using the two-class method. Under the two-class method, the Company allocates net income attributable to Inspirato Incorporated to Class A Common Stock (including those with vested share-based awards). Basic earnings per share is calculated by taking net income attributable to Inspirato Incorporated, less earnings allocated to Class A Common Stock, divided by the basic weighted-average Class A Common Stock outstanding. Net loss per share is calculated by taking net loss attributable to Inspirato Incorporated divided by weighted-average Class A Common Stock outstanding. In accordance with the two-class method, diluted earnings (loss) per share is calculated using the more dilutive of the impact of the treasury-stock method or from reducing net income for the earnings allocated to Class A Common Stock.

The following table presents the Company’s basic and diluted EPS for the three and six months ended June 30, 2024 and 2023 (in thousands, except per share amounts):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net loss attributable to Inspirato Incorporated	$	(8,707)	$	(23,420)	$	(7,444)	$	(26,316)
Weighted average Class A Shares outstanding, Basic and Diluted		3,730		3,367		3,663		3,299
Net loss attributable to Inspirato Incorporated per Class A Share, Basic and Diluted	$	(2.33)	$	(6.96)	$	(2.03)	$	(7.98)

Due to the net loss attributable to Inspirato Incorporated for the three and six months ended June 30, 2024 and 2023, diluted weighted-average Class A shares outstanding are equal to basic weighted-average shares outstanding as the effect of any incremental equity awards is anti-dilutive. The following securities are excluded from the computation of diluted shares for the three and six months ended June 30, 2024 and 2023 due to their anti-dilutive effects (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Restricted stock units		564		943		606		857
Stock options		165		237		177		249
Warrants		431		431		431		431
Note		885		—		885		—
Anti-dilutive securities		2,045		1,611		2,099		1,537

Equity-Based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Equity-Based Compensation
Total equity-based compensation	$ 2,672	$ 3,731	$ 5,550	$ 4,388
Recognized income tax benefits	400	400	800	500
Cost of revenue
Equity-Based Compensation
Total equity-based compensation	14	30	32	34
General and administrative
Equity-Based Compensation
Total equity-based compensation	1,943	2,526	4,005	2,980
Sales and marketing
Equity-Based Compensation
Total equity-based compensation	248	355	570	418
Operations
Equity-Based Compensation
Total equity-based compensation	283	547	576	638
Technology and development
Equity-Based Compensation
Total equity-based compensation	$ 184	$ 273	$ 367	$ 318

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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+ Details

Nature of Business (Details) $ / shares in Units, $ in Thousands						3 Months Ended		6 Months Ended
	Sep. 13, 2024 USD ($) shares	Aug. 31, 2024 USD ($)	Aug. 13, 2024 USD ($) $ / shares shares	Aug. 12, 2024 USD ($) director $ / shares shares	Oct. 16, 2023 shares	Jun. 30, 2024 USD ($) item $ / shares shares	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) item $ / shares shares	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($) $ / shares shares	Oct. 15, 2023 shares
Number Of Private Luxury Vacation \| item						420		420
Number Of Luxury Hotels \| item						230		230
The vacation options over number of destinations as per offered diverse portfolio. \| item						180		180
Directors, to be named by purchaser \| director				3
Number of directors \| director				7
Revenue						$ 67,382	$ 84,092	$ 147,627	$ 175,792
Negative cash flows from operating activities								8,969	$ 29,308
Cash and cash equivalents						18,821		18,821		$ 36,566
Restricted cash						$ 10,660		$ 10,660		$ 5,700
Stock split conversion ratio					0.05
Preferred stock shares authorized \| shares					5,000,000	5,000,000		5,000,000		5,000,000	100,000,000
Subsequent Event
Warrant exercise price (in dollars per share) \| $ / shares			$ 3.43
Period of warrant is exercisable			5 years
Reduction of force (as a percent)				15.00%
Decrease in operating lease liabilities		$ 41,200
Class A Common Stock
Common stock, par value (in dollars per share) \| $ / shares						$ 0.0001		$ 0.0001		$ 0.0001
Common stock shares authorized \| shares					50,000,000	50,000,000		50,000,000		50,000,000	1,000,000,000
Class A Common Stock \| Subsequent Event
Issuance of common stock (in shares) \| shares			1,335,271
Proceeds from issuance of Class A common stock			$ 4,600
Class A Common Stock \| Forecast [Member]
Issuance of common stock (in shares) \| shares	1,580,180		1,580,180
Common stock, par value (in dollars per share) \| $ / shares				$ 0.00001
Price per share \| $ / shares			$ 3.43	$ 3.43
Proceeds from issuance of Class A common stock	$ 5,400			$ 10,000
Additional number of shares in a warrant the Purchaser can acquire \| shares				2.9
Price for additional common stock granted to Purchaser			$ 2,500
Value of shares issued				$ 10,000
Class B Common Stock
Common stock, par value (in dollars per share) \| $ / shares						$ 0.0001		$ 0.0001		$ 0.0001
Common stock shares authorized \| shares					5,000,000	5,000,000		5,000,000		5,000,000	100,000,000
Class V Common Stock
Common stock, par value (in dollars per share) \| $ / shares						$ 0.0001		$ 0.0001		$ 0.0001
Common stock shares authorized \| shares					25,000,000	25,000,000		25,000,000		25,000,000	500,000,000

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current assets
Cash and cash equivalents	$ 18,821	$ 36,566
Restricted cash	10,660	5,700
Prepaid member travel	17,577	20,547
Prepaid expenses	5,894	6,135
Other current assets	1,860	1,744
Total current assets	58,969	74,840
Property and equipment, net	17,717	19,504
Goodwill	21,233	21,233
Right-of-use assets	198,906	209,702
Other noncurrent assets	4,841	5,448
Total assets	301,666	330,727
Current liabilities
Accounts payable and accrued liabilities	20,570	22,748
Deferred revenue	148,774	160,493
Lease liabilities	61,302	61,953
Total current liabilities	230,646	245,194
Deferred revenue, noncurrent	24,391	17,026
Lease liabilities, noncurrent	185,197	196,875
Convertible note	20,988	23,854
Other noncurrent liabilities	3,026	2,476
Total liabilities	464,248	485,425
Commitments and contingencies (Note 14)
Equity (Deficit)
Preferred stock, par value $0.0001 per share, 5,000 shares authorized, no shares issued or outstanding as of June 30, 2024 and December 31, 2023
Additional paid-in capital	257,990	255,527
Accumulated deficit	(293,226)	(285,782)
Total equity (deficit) excluding noncontrolling interest	(35,223)	(30,242)
Noncontrolling interests	(127,359)	(124,456)
Total equity (deficit)	(162,582)	(154,698)
Total liabilities and equity (deficit)	301,666	330,727
Class A Common Stock
Equity (Deficit)
Common stock	7	7
Class V Common Stock
Equity (Deficit)
Common stock	6	6
Related Party
Current assets
Accounts receivable, net	1,334	842
Non related party
Current assets
Accounts receivable, net	$ 2,823	$ 3,306

Equity-Based Compensation - Unit Option Plan (Details) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Equity-Based Compensation
Options exercised				118,000
Employee Stock Option
Equity-Based Compensation
Options outstanding	152,000		152,000		204,000
Exercisable	152,000		152,000		204,000
Options exercised	0	7,000	0	37,000
Exercised (in dollars per share)		$ 15.60		$ 15.60

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Noncontrolling Interest

6 Months Ended

Jun. 30, 2024

Noncontrolling Interest

Noncontrolling Interest

(13) Noncontrolling Interest

As of June 30, 2024 and December 31, 2023 the noncontrolling interests owned 42.8% and 45.1%, respectively, of Inspirato LLC. During the three and six months ended June 30, 2024 and 2023, the Company issued 13,000 shares, 49,000 shares, 32,000 shares and 140,000 shares, respectively, of Class A Common Stock in exchange for the same number of New Common Units, resulting also in the cancellation of the same number of shares of Class V Common Stock.

The following table summarizes the changes in share ownership of Inspirato LLC (in thousands):


	New Common Units
	Inspirato Incorporated	Continuing Inspirato LLC Members	Continuing Inspirato LLC Members subject to vesting	Total
Balance as of January 1, 2023	3,136	2,983	85	6,204
Conversion of Class V to Class A	140	(140)	—	—
Vesting of profits interests	—	22	(22)	—
Issuance of Common Stock from net option exercises	118	—	—	118
Balance as of June 30, 2023	3,394	2,865	63	6,322

Balance as of January 1, 2024	3,537	2,907	—	6,444
Conversion of Class V to Class A	49	(49)	—	—
Issuance of Common Stock from employee stock purchases and vesting of restricted stock units	233	—	—	233
Balance as of June 30, 2024	3,819	2,858	—	6,677

Related Party Transactions (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Related party transactions
Revenue	$ 67,382	$ 84,092	$ 147,627	$ 175,792
Related Party
Related party transactions
Accounts receivable, net	1,334		1,334		$ 842
Exclusive Resorts \| Related Party
Related party transactions
Expense recognized	0	100	0	600
Revenue	100		100
Related party lease agreements \| Related Party \| Maximum
Related party transactions
Payments to related party	$ 100	$ 100	$ 100	$ 100

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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+ Details

Revenue

6 Months Ended

Jun. 30, 2024

Revenue

Revenue

(3) Revenue

Revenues are as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Travel	$	38,846	$	48,031	$	88,520	$	103,159
Subscription		25,240		36,038		53,305		72,549
Rewards and other revenue		3,296		23		5,802		84
Total	$	67,382	$	84,092	$	147,627	$	175,792

The Company recognizes assets and liabilities associated with its contracts with its members. Contract assets include commissions paid to the Company’s sales staff for contracts with initial terms greater than one year; these costs are capitalized and amortized over the life of the contract. As of June 30, 2024, the balance of capitalized commissions was $1.9 million, of which $1.2 million is included within other current assets and $0.7 million is included within other noncurrent assets on the Company’s Condensed Consolidated Balance Sheets. During the three months ended June 30, 2024 and 2023 the Company recognized $0.8 million and $0.1 million, respectively, of amortization expense in sales and marketing within the Company’s Condensed Consolidated Statements of Operations and Comprehensive Loss. During the six months ended June 30, 2024 and 2023, the Company recognized $1.1 million and $0.1 million, respectively, of amortization expense in sales and marketing within the Company’s Condensed Consolidated Statements of Operations and Comprehensive Loss. Contract liabilities include deferred revenue as discussed below.

Assets and liabilities related to contracts with members are as follows (in thousands):


	June 30,		December 31,
	2024		2023
Assets:
Accounts receivable, net	$	2,823	$	3,306
Prepaid member travel	$	17,577	$	20,547
Other current assets	$	1,117	$	1,053
Other noncurrent assets	$	744	$	845

Liabilities:
Deferred revenue, current	$	148,774	$	160,493
Deferred revenue, noncurrent	$	24,391	$	17,026

Deferred revenue is comprised of the following (in thousands):


	June 30,		December 31,
	2024		2023
Travel	$	81,012	$	81,613
Subscriptions		63,793		66,367
Travel credits		16,788		18,852
Rewards		11,572		10,687
Total		173,165		177,519
Less: Deferred revenue, noncurrent		24,391		17,026
Deferred revenue, current	$	148,774	$	160,493

During the six months ended June 30, 2024, $107.8 million of revenue was recognized that was included in the balance of deferred revenue as of December 31, 2023. Significant movements in the deferred revenue balance during the six months ended June 30, 2024 consisted of increases due to payments received prior to transfer of control of the underlying performance obligations to the customer, which were offset by decreases as performance obligations were satisfied. During the six months ended June 30, 2023, $103.4 million of revenue was recognized that was included in the balance of deferred revenue as of December 31, 2022.

Deferred revenue includes payments received in advance from members and is generally recognized to revenue within 2 years. Deferred revenue related to Inspirato Rewards (“Rewards”) represents multiple performance obligations associated with the Company’s member loyalty program. Revenues related to Rewards are recognized over time based upon historical travel patterns and

members’ average life, which includes an estimate of Rewards benefits that will expire or will not be used during the benefit period of the Rewards material rights (up to 30 months). Deferred revenue related to Inspirato Invited (“Invited”) subscriptions is amortized over the ten-year contract period.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

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+ Details

Fair Value Measurements

6 Months Ended

Jun. 30, 2024

Fair Value Measurements

Fair Value Measurements

(15) Fair Value Measurements

Under ASC 820, Fair Value Measurements and Disclosures, disclosures relating to how fair value is determined for assets and liabilities are required and a hierarchy for which these assets and liabilities must be grouped is established, based on significant levels of inputs, as follows:

●

Level 1 – Quoted prices in active markets for identical assets and liabilities.

●

Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

●

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company utilizes several valuation techniques in order to assess the fair value of its financial assets and liabilities.

The following tables set forth the fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023 based on the three-tier fair value hierarchy (in thousands):


	June 30, 2024
	Level 1		Level 2		Level 3		Total
Assets
Cash and cash equivalents	$	18,821	$	—	$	—	$	18,821
Restricted cash		10,660		—		—		10,660
Total	$	29,481	$	—	$	—	$	29,481
Liabilities
Convertible Note	$	—	$	—	$	20,988	$	20,988
Warrants		112		—		—		112
Total	$	112	$	—	$	20,988	$	21,100


	December 31, 2023
	Level 1		Level 2		Level 3		Total
Assets
Cash and cash equivalents	$	36,566	$	—	$	—	$	36,566
Restricted cash		5,700		—		—		5,700
Total	$	42,266	$	—	$	—	$	42,266
Liabilities
Convertible Note	$	—	$	—	$	23,854	$	23,854
Warrants		48		—		—		48
Total	$	48	$	—	$	23,854	$	23,902

Cash, Cash Equivalents and Restricted Cash

Cash, cash equivalents and restricted cash are comprised of credit card receivables and cash and are categorized as Level 1 instruments. The Company maintains cash with various high-quality financial institutions and holds restricted cash with certain credit card processors as a deposit until services are rendered. Cash, cash equivalents and restricted cash are carried at cost, which management believes approximates fair value. As of June 30, 2024 and December 31, 2023, the Company had $10.7 million and $5.7 million, respectively, of restricted cash.

Warrants

The Company is party to issued and outstanding Public Warrants and has also issued warrants in connection with a commercial agreement with Saks.com LLC (the “Saks Warrant Shares”), both of which have been recorded within other noncurrent liabilities within the Condensed Consolidated Balance Sheets. As the Public Warrants utilize an observable price in an active market to assess their fair value the warrants are categorized as Level 1 instruments. Additionally, as there was an immaterial amount of outstanding Saks Warrant Shares as of June 30, 2024, the Company concluded the fair market value of the outstanding Saks Warrant Shares to be less than less than $0.1 million as of June 30, 2024. On July 31, 2024, the Company terminated the commercial agreement with Saks.com LLC and paid a termination fee of less than $0.1 million.

Convertible Note

The estimated fair value of the Note has been determined to be a Level 3 measurement, as the Company utilizes a binomial lattice model where both the debt and stock features of the Note are considered. In reviewing the debt features of the Note, the Company considered its scheduled coupon and principal payments and compared them to those of instruments currently outstanding in the market of companies with similar credit ratings as well as the risk-free rate. In considering the stock features of the Note, the Company considered the value and volatility of its own stock, in addition to considering volatility of similar instruments in the marketplace as well as the conversion feature of the Note which is discounted at the risk-free rate.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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+ Details

Employee Benefit Plans (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
Employee Benefit Plans (Details) - USD ($) $ in Millions	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Contribution expense	$ 0.0	$ 0.3	$ 0.0	$ 0.9
ESPP
Minimum full time employment period required			6 months
ESPP \| Class A Common Stock
Number of shares authorized	200,000		200,000
Number of shares granted	117,000		117,000		141,000
Offering period to enroll in the plan			6 months
Employee subscription rate	85.00%		85.00%
Number of shares issued	24,000	0	24,000	0

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities:
Net loss	$ (13,144)	$ (52,575)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	5,448	3,725
Loss on disposal of fixed assets	164	588
Loss (gain) on fair value instruments	(3,833)	(276)
Asset impairments		30,054
Paid-in-kind interest included in net loss	1,030
Equitybased compensation	5,550	4,388
Amortization of right-of-use assets	31,789	42,362
Changes in operating assets and liabilities:
Accounts receivable, net	483	(517)
Accounts receivable, net - related parties	(492)	388
Prepaid member travel	2,970	(2,270)
Prepaid expenses	241	(1,131)
Other assets	185	(1,192)
Accounts payable and accrued liabilities	(2,171)	(4,199)
Deferred revenue	(4,354)	(6,954)
Lease liabilities	(33,322)	(41,699)
Other liabilities	487
Net cash used in operating activities	(8,969)	(29,308)
Cash flows from investing activities:
Development of internal-use software	(356)	(4,556)
Purchase of property and equipment	(3,170)	(2,500)
Net cash used in investing activities	(3,526)	(7,056)
Cash flows from financing activities:
Payments of employee taxes for share based awards	(374)	(837)
Proceeds for purchases of shares for employee stock purchase plan	84
Proceeds from option exercises		1,307
Net cash (used in) provided by financing activities	(290)	470
Net decrease in cash, cash equivalents and restricted cash	(12,785)	(35,894)
Cash, cash equivalents and restricted cash - beginning of period	42,266	81,939
Cash, cash equivalents and restricted cash - end of period	$ 29,481	$ 46,045

Income Taxes - Narrative (Details) - USD ($) $ in Millions		1 Months Ended	3 Months Ended		6 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Millions	Feb. 11, 2022	Aug. 31, 2024	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Taxes
Effective tax rate			0.40%	(0.50%)	1.50%	(0.80%)
Percentage of expects to benefit	85.00%
Subsequent Event
Income Taxes
Payment to settle TRA		$ 0.3
Other noncurrent assets
Income Taxes
Indirect taxes, uncertain tax positions and foreign income taxes liabilities			$ 2.9		$ 2.9
Inspirato LLC \| Reverse Capitalization
Income Taxes
Ownership (as a percent)			57.20%		57.20%

Property and Equipment, Net

6 Months Ended

Jun. 30, 2024

Property and Equipment, Net

Property and Equipment, Net

(5) Property and Equipment, Net

Property and equipment, net are as follows (in thousands):


	Useful Life		June 30,		December 31,
	(years)		2024		2023
Residence leasehold improvements		3	$	21,465	$	21,372
Internal-use software		3		17,587		16,510
Corporate office leasehold improvements		3		3,901		5,323
Furniture, fixtures and equipment		5		1,262		1,214
Computer equipment		3		1,114		1,114
Residence vehicles		5		584		689
Total cost				45,913		46,222
Accumulated depreciation and amortization				(28,196)		(26,718)
Property and equipment, net			$	17,717	$	19,504

Equity-Based Compensation - 2021 Plan (Details) - 2021 Equity Incentive Plan - Restricted Stock Units - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Equity-Based Compensation
Unrecognized cost, non options	$ 0.5		$ 0.8
Period expense remaining to be recognized		1 year 8 months 12 days
Profits interest expense remained to be recognized		$ 14.4

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Debt - Loan Facility (Details) - Loan Facility - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2023	Oct. 31, 2020
Debt
Maximum borrowing capacity			$ 14
Interest expense	$ 0	$ 0

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

Noncontrolling Interest (Details) - shares	3 Months Ended		6 Months Ended
Noncontrolling Interest (Details) - shares	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Class A Common Stock
Noncontrolling Interest
Issuance of Class A shares upon conversion of Class V shares (in shares)	13,000	32,000	49,000	140,000
Legacy Inspirato Holders \| Inspirato LLC
Noncontrolling Interest
Non controlling interest percentage	42.80%		42.80%		45.10%

Debt

6 Months Ended

Jun. 30, 2024

Debt

Debt

(7) Debt

Convertible Note

On August 7, 2023, the Company entered into an investment agreement with Oakstone Ventures, Inc. (“Oakstone”), an affiliate of Capital One Services, LLC (“Capital One”), relating to the sale and issuance to Oakstone of an 8% Senior Secured Convertible Note due 2028 in a principal amount of $25.0 million (the “Note”). On September 29, 2023, the Company issued the Note. The total net proceeds from this offering were $23.1 million, after deducting $1.9 million of debt issuance costs.

The Note bears interest at a fixed rate of 8% per annum. Interest on the Note is payable quarterly on the last business day of each calendar quarter following the issuance of the Note and the Company has elected to pay interest in kind by increasing the outstanding principal amount of the Note by the amount of interest payable on such interest payment date. As of June 30, 2024 and December 31, 2023, the outstanding amount of the Note was $26.5 million and $25.5 million, respectively.

The current conversion price of the Note is $30 per share, which has been adjusted for the September 26, 2023 Reverse Stock Split, and on or after September 29, 2026 the Note will be redeemable (subject to certain terms and conditions) by the Company in whole (but not in part) at a redemption price equal to the fair market value of the Class A Common Stock issuable upon conversion of the then-outstanding principal amount of the Note. The Note also includes a minimum liquidity threshold of $10 million.

The Company has elected to carry the Note at fair value, with changes in its value recognized as fair value gains or losses on the Condensed Consolidated Statements of Operations and Comprehensive Loss. A fair value loss of $0.3 million and a fair value gain of $3.9 million for the three and six months ended June 30, 2024, respectively, were recorded in (gain) loss on fair value instruments within the Company’s Condensed Consolidated Statements of Operations and Comprehensive Loss.

Loan Facility

In October of 2020, the Company obtained a revolving line of credit that was scheduled to mature October of 2023 and was terminated in March of 2023. The facility had a limit of $14 million. There was no interest expense related to the facility for the three and six months ended June 30, 2023.

Interest, Net

The Company incurred net interest expense of $0.4 million and $0.7 million for the three and six months ended June 30, 2024, respectively, and net interest income $0.4 million and $0.5 million for the three and six months ended June 30, 2023, respectively, which has been recognized to interest, net within the Company’s Condensed Consolidated Statements of Operations and Comprehensive Loss. The Company incurred interest expense on the Note of $0.5 million and $1.0 million during the three and six months ended June 30, 2024, respectively. The Company did not incur interest expense on the Note during the three and six months ended June 30, 2023 as the Note was not yet issued. The interest expense was offset by interest income from the Company’s banking relationship of $0.1 million and $0.3 million for the three and six months ended June 30, 2024, respectively, and $0.4 million and $0.5 million for the three and six months ended June 30, 2023, respectively.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 6
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-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2024	Aug. 08, 2024
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
Document Transition Report	false
Securities Act File Number	001-39791
Entity Registrant Name	INSPIRATO INCORPORATED
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-2426959
Entity Address, State or Province	CO
Entity Address, Address Line One	1544 Wazee Street
Entity Address, City or Town	Denver
Entity Address, Postal Zip Code	80202
City Area Code	303
Local Phone Number	586-7771
Title of 12(b) Security	Class A Common Stock, $0.0001 par value per share
Trading Symbol	ISPO
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Central Index Key	0001820566
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Amendment Flag	false
Class A Common Stock
Entity Common Stock, Shares Outstanding		3,818,727
Class V Common Stock
Entity Common Stock, Shares Outstanding		2,857,635
Class B Non-Voting Common Stock
Entity Common Stock, Shares Outstanding		0
Warrants
Title of 12(b) Security	Warrants, each whole warrant exercisable for 0.05 shares of Class A Common Stock at an exercise price of $230.00 per share
Trading Symbol	ISPOW
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		8,624,792

Property and Equipment, Net (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Property and Equipment, Net
Total cost	$ 45,913	$ 46,222
Accumulated depreciation and amortization	(28,196)	(26,718)
Property and equipment, net	$ 17,717	19,504
Residence leasehold improvements
Property and Equipment, Net
Useful life	3 years
Total cost	$ 21,465	21,372
Software Development
Property and Equipment, Net
Useful life	3 years
Total cost	$ 17,587	16,510
Corporate office leasehold improvements
Property and Equipment, Net
Useful life	3 years
Total cost	$ 3,901	5,323
Furniture, fixtures and equipment
Property and Equipment, Net
Useful life	5 years
Total cost	$ 1,262	1,214
Computer equipment
Property and Equipment, Net
Useful life	3 years
Total cost	$ 1,114	1,114
Residence vehicles
Property and Equipment, Net
Useful life	5 years
Total cost	$ 584	$ 689

Leases - Maturities of operating liabilities excluding short-term leases (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Operating leases
Remainder of 2024	$ 41,573
2025	71,450
2026	52,994
2027	39,788
2028	31,032
2029 and thereafter	76,668
Total minimum lease payments	313,505
Less: interest expense	(67,006)
Present value of lease obligations	246,499
Less: current lease obligations	(61,302)	$ (61,953)
Long-term lease obligations	$ 185,197	$ 196,875

Subsequent Event (Details) - USD ($) $ / shares in Units, $ in Millions					1 Months Ended
	Sep. 13, 2024	Aug. 31, 2024	Aug. 13, 2024	Aug. 12, 2024	Aug. 31, 2024
Forecast [Member] \| Class A Common Stock
Subsequent Event [Line Items]
Issuance of common stock (in shares)	1,580,180		1,580,180
Price per share			$ 3.43	$ 3.43
Value of shares issued				$ 10.0
Proceeds from issuance of Class A common stock	$ 5.4			$ 10.0
Price for additional common stock granted to Purchaser			$ 2.5
Subsequent Event
Subsequent Event [Line Items]
Warrant exercise price (in dollars per share)			$ 3.43
Period of warrant is exercisable			5 years
Lease termination fee payable		$ 6.6			$ 6.6
Termination fee, Purchaser as Guarantor		6.6			6.6
Compensation for guarantee, payable to the Purchaser		$ 0.6			0.6
Pay period for compensation for guarantee		6 months
Decrease in operating lease liabilities		$ 41.2
Reduction of force (as a percent)				15.00%
Payment to settle TRA					$ 0.3
Subsequent Event \| Class A Common Stock
Subsequent Event [Line Items]
Issuance of common stock (in shares)			1,335,271
Proceeds from issuance of Class A common stock			$ 4.6

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited)
Cost of revenue, depreciation	$ 1,452	$ 804	$ 2,741	$ 1,731
General and administrative, depreciation	$ 355	$ 0	$ 693	$ 0

Fair Value Measurements (Details) - USD ($) $ in Thousands	Jul. 31, 2024	Jun. 30, 2024	Dec. 31, 2023
Fair Value Measurements
Restricted cash		$ 10,660	$ 5,700
Subsequent Event
Fair Value Measurements
Maximum amount of termination fee paid	$ 100
Saks Warrant
Fair Value Measurements
Maximum amount of fair value of warrants outstanding		100
Recurring
Fair Value Measurements
Assets		29,481	42,266
Liabilities		21,100	23,902
Recurring \| Level 1
Fair Value Measurements
Assets		29,481	42,266
Liabilities		112	48
Recurring \| Level 3
Fair Value Measurements
Liabilities		20,988	23,854
Recurring \| Convertible Note
Fair Value Measurements
Liabilities		20,988	23,854
Recurring \| Convertible Note \| Level 3
Fair Value Measurements
Liabilities		20,988	23,854
Recurring \| Warrants
Fair Value Measurements
Liabilities		112	48
Recurring \| Warrants \| Level 1
Fair Value Measurements
Liabilities		112	48
Recurring \| Cash and cash equivalents
Fair Value Measurements
Assets		18,821	36,566
Recurring \| Cash and cash equivalents \| Level 1
Fair Value Measurements
Assets		18,821	36,566
Recurring \| Restricted cash
Fair Value Measurements
Assets		10,660	5,700
Recurring \| Restricted cash \| Level 1
Fair Value Measurements
Assets		$ 10,660	$ 5,700

Subsequent Event

6 Months Ended

Jun. 30, 2024

Subsequent Event

Subsequent Event

(19) Subsequent Events

As discussed in Note 1 – Nature of Business, on August 12, 2024, the Company entered into the Investment Agreement for the One Planet Financing. At the initial closing on August 13, 2024, the Purchaser acquired the first tranche of 1,335,271 shares for $4.6 million. At the second closing, which is expected to occur in September 2024 and is subject to approval of the Company’s stockholders, the Purchaser will acquire the remaining 1,580,180 shares for $5.4 million. In addition, pursuant to the Investment Agreement, the Purchaser was granted an option to acquire additional shares of Class A common stock for $3.43 per share with an aggregate purchase price of up to $2.5 million. The option may be exercised only if the second closing occurs. Additionally, along with each purchase of shares of Class A common stock, including optional additional shares, the Purchaser obtains an equivalent number of warrants which can each be exercised for an additional share of Class A common stock for $3.43 per warrant and is exercisable for 5 years. These warrants will be issued only if the second tranche closing occurs. Further, as part of the Investment Agreement, on August 12, 2024, the Company performed a reduction in force of 15% of the Company’s headcount as of that date. Additionally, on August 13, 2024, in connection with the financing transaction CEO Eric Grosse resigned from that position and Payam Zamai was named CEO and Chairman of the Board.

On August 12, 2024, the Company entered into the Termination Agreement, effective August 31, 2024, with a third party to terminate the Company’s lease agreement related to one group of underperforming properties in a single geographic location. As part of the Termination Agreement, the Company will pay a termination fee of $6.6 million, subject to certain adjustments, payable in installments from August 2024 to March 2025. The Termination Agreement will result in a decrease to the Company’s operating lease liabilities of approximately $41.2 million as of the effective date of the Termination Agreement. Additionally, as part of the Termination Agreement the Purchaser agreed to act as Guarantor of the $6.6 million termination fee. As compensation for that guarantee the Company will pay the Purchaser $0.6 million ratably over six months beginning January 2025.

On August 9, 2024, the TRA was amended by the Company and the other parties signatory thereto. As so amended, the TRA will terminate in full and in August 2024, the Company will pay $0.3 million to settle the TRA. See Note 9 for further discussion on the TRA.

Equity-Based Compensation

6 Months Ended

Jun. 30, 2024

Equity-Based Compensation

Equity-Based Compensation

(12) Equity-Based Compensation

During the three and six months ended June 30, 2024 and 2023, the Company recognized $2.7 million, $5.6 million, $3.7 million and $4.4 million, respectively, of equity-based compensation. The following table details where equity-based compensation is recognized on the Company’s Condensed Consolidated Statements of Operations and Comprehensive Loss (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Cost of revenue	$	14	$	30	$	32	$	34
General and administrative		1,943		2,526		4,005		2,980
Sales and marketing		248		355		570		418
Operations		283		547		576		638
Technology and development		184		273		367		318
Total equity-based compensation	$	2,672	$	3,731	$	5,550	$	4,388

The Company also recognized income tax benefits from stock compensation of $0.4 million, $0.8 million, $0.4 million and $0.5 million for the three and six months ended June 30, 2024 and 2023, respectively.

2021 Plan

The following table represents restricted stock unit (“RSU”) activity for the six months ended June 30, 2024 and 2023:


	Number of units (in thousands)	Weighted average grant date fair value
Outstanding as of December 31, 2022	275	$	124.60
Granted	783	$	27.41
Vested	(85)	$	120.40
Forfeited	(42)	$	56.06
Outstanding as of June 30, 2023	931	$	46.34

Outstanding as of December 31, 2023	727	$	41.42
Granted	308	$	3.94
Vested	(300)	$	35.09
Forfeited	(30)	$	35.46
Outstanding as of June 30, 2024	705	$	27.99

As of June 30, 2024, there was $14.4 million of unrecognized compensation cost related to RSUs which is expected to be recognized over a weighted average period of 1.7 years. Additionally, during the three and six months ended June 30, 2024, the Company accelerated vesting of some RSUs which resulted in $0.5 million and $0.8 million, respectively, of incremental compensation cost recognized in the period.

Unit Option Plan

The Company had 152,000 and 204,000 stock options outstanding and exercisable as of June 30, 2024 and December 31, 2023, respectively. No options have been granted since January of 2021. There were no stock option exercises during the three and six months ended June 30, 2024. There were 7,000 and 37,000 stock option exercises during the three and six months ended June 30, 2023, respectively, at a weighted average exercise price of $15.60 and $15.60 per share, respectively.

Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2024

Significant Accounting Policies

Schedule of reconciliation of previously reported balances to the adjusted balances


	For the three months ended June 30, 2023
	Previously Reported		Adjustment		Adjusted Presentation
Cost of revenue	$	64,686	$	30	$	64,716
General and administrative	$	17,885	$	(1,205)	$	16,680
Sales and marketing	$	7,954	$	355	$	8,309
Operations	$	6,419	$	547	$	6,966
Technology and development	$	3,007	$	273	$	3,280


	For the six months ended June 30, 2023
	Previously Reported		Adjustment		Adjusted Presentation
Cost of revenue	$	124,738	$	34	$	124,772
General and administrative	$	35,995	$	(1,408)	$	34,587
Sales and marketing	$	14,601	$	418	$	15,019
Operations	$	14,624	$	638	$	15,262
Technology and development	$	6,369	$	318	$	6,687

Supplemental Financial Information (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Supplemental cash flow information:
Cash paid for income taxes	$ 106	$ 59
Significant non-cash transactions:
Conversion of Class V to Class A stock	2,797
Accounting principle adoption		204
Fixed assets purchased but unpaid, included in accounts payable at period end	367	1,038
Operating lease right-of-use assets exchanged for lease obligations	$ 20,993	$ 35,068

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (8,707)	$ (23,420)	$ (7,444)	$ (26,316)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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+ Details

Equity-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2024

Schedule of equity-based compensation recognized on the Company's Consolidated Statements of Operations

The following table details where equity-based compensation is recognized on the Company’s Condensed Consolidated Statements of Operations and Comprehensive Loss (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Cost of revenue	$	14	$	30	$	32	$	34
General and administrative		1,943		2,526		4,005		2,980
Sales and marketing		248		355		570		418
Operations		283		547		576		638
Technology and development		184		273		367		318
Total equity-based compensation	$	2,672	$	3,731	$	5,550	$	4,388

Restricted Stock Units

Schedule of stock based arrangement activity


	Number of units (in thousands)	Weighted average grant date fair value
Outstanding as of December 31, 2022	275	$	124.60
Granted	783	$	27.41
Vested	(85)	$	120.40
Forfeited	(42)	$	56.06
Outstanding as of June 30, 2023	931	$	46.34

Outstanding as of December 31, 2023	727	$	41.42
Granted	308	$	3.94
Vested	(300)	$	35.09
Forfeited	(30)	$	35.46
Outstanding as of June 30, 2024	705	$	27.99

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2024

Fair Value Measurements

Schedule of financial assets and liabilities measured at fair value on a recurring basis


	June 30, 2024
	Level 1		Level 2		Level 3		Total
Assets
Cash and cash equivalents	$	18,821	$	—	$	—	$	18,821
Restricted cash		10,660		—		—		10,660
Total	$	29,481	$	—	$	—	$	29,481
Liabilities
Convertible Note	$	—	$	—	$	20,988	$	20,988
Warrants		112		—		—		112
Total	$	112	$	—	$	20,988	$	21,100


	December 31, 2023
	Level 1		Level 2		Level 3		Total
Assets
Cash and cash equivalents	$	36,566	$	—	$	—	$	36,566
Restricted cash		5,700		—		—		5,700
Total	$	42,266	$	—	$	—	$	42,266
Liabilities
Convertible Note	$	—	$	—	$	23,854	$	23,854
Warrants		48		—		—		48
Total	$	48	$	—	$	23,854	$	23,902

Prepaid Expenses and Prepaid Member Travel (Tables)

6 Months Ended

Jun. 30, 2024

Prepaid Expenses and Prepaid Member Travel

Schedule of prepaid expenses

Prepaid expenses are as follows (in thousands):


	June 30,		December 31,
	2024		2023
Software	$	1,968	$	2,899
Insurance		2,522		1,873
Property operations		906		720
Operating supplies		498		643
Total	$	5,894	$	6,135

Income Taxes

6 Months Ended

Jun. 30, 2024

Income Taxes

Income Taxes

(9) Income Taxes

As of June 30, 2024, Inspirato Incorporated holds 57.2% of the economic interest in Inspirato LLC (see Note 13), which is treated as a partnership for U.S. federal income tax purposes. As a partnership, Inspirato LLC is itself generally not subject to U.S. federal income tax under current U.S. tax laws as its net taxable income or loss is passed through to its members and included in their tax returns, even though such net taxable income may not have actually been distributed. Inspirato Incorporated is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to its 57.2% distributive share of the net taxable income of Inspirato LLC. Inspirato Incorporated is also subject to taxes in foreign jurisdictions.

The effective income tax rate was negative 0.4% and negative 1.5% for the three and six months ended June 30, 2024, respectively, and negative 0.5% and negative 0.8% for the three and six months ended June 30, 2023, respectively. The effective income tax rate for the three and six months ended June 30, 2024 differed from the statutory rate in the respective periods, primarily due to the losses allocated to noncontrolling interests and the recognition of a valuation allowance. Income tax expense recorded in the three and six months ended June 30, 2024 and 2023 represents amounts owed to foreign taxing authorities.

The Company has assessed the realizability of the net deferred tax assets and in that analysis has considered the relevant positive and negative evidence available to determine whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The Company has recorded a full valuation allowance against the deferred tax assets at Inspirato Incorporated as of June 30, 2024 and December 31, 2023, which will be maintained until there is sufficient evidence to support the reversal of all or some portion of these allowances.

On February 11, 2022, the Company entered into a Tax Receivable Agreement (the "TRA"). Under the TRA, the Company is generally required to pay holders of the noncontrolling interests in Inspirato LLC, who also hold noneconomic voting interests in Inspirato Incorporated through their ownership of Class V Common Stock of Inspirato Incorporated, (the “Continuing Inspirato Members”) 85% of the amount of cash savings, if any, in U.S. federal, state or local tax that the Company realizes directly or indirectly (or are deemed to realize in certain circumstances) as a result of (i) certain tax attributes created as a result of any sales or exchanges (as determined for U.S. federal income tax purposes) to or with the Company of their interests in Inspirato for shares of Inspirato Incorporated's Class A common stock or cash, including any basis adjustment relating to the assets of Inspirato and (ii) tax benefits attributable to payments made under the TRA (including imputed interest).

The original TRA provides that, in certain events, including Inspirato’s exercise of early termination rights, Inspirato’s obligations under the TRA will accelerate and Inspirato will be required to make a lump-sum cash payment to the applicable parties to the TRA equal to the present value of all forecasted future payments that would have otherwise been made under the TRA, which lump-sum payment would be based on certain assumptions, including those relating to Inspirato’s future taxable income. On August 9, 2024, the TRA was amended by the Company and the other parties signatory thereto. As so amended, the TRA will terminate in full and in August 2024, the Company will pay $0.3 million to settle the TRA.

The Company’s income tax filings are subject to audit by various taxing jurisdictions. The Company will monitor the status of U.S. federal, state and local income tax returns that may be subject to audit in future periods. No U.S. federal, state and local income tax returns are currently under examination by the respective taxing authorities.

As of June 30, 2024, the Company has recorded amounts related to indirect taxes, uncertain tax positions and foreign income taxes, totaling $2.9 million, within other noncurrent liabilities on the condensed consolidated balance sheets based on its current estimate of their realizability.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

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+ Details

Equity of Inspirato Incorporated (Details)	Jun. 30, 2024 Vote
Equity of Inspirato Incorporated
Number Of votes per share	1

Employee Benefit Plans

6 Months Ended

Jun. 30, 2024

Employee Benefit Plans

Employee Benefit Plans

(16) Employee Benefit Plans

Employee Stock Purchase Plan

The Company has an employee stock purchase plan (the “ESPP”), under which the Company is authorized to issue 200,000 shares of Class A Common Stock. At June 30, 2024 and December 31, 2023, the Company had approximately 117,000 and 141,000 shares of Class A Common Stock, respectively, which remain available for issuance under the ESPP. Generally, all full-time employees who have been employed by Inspirato for at least six months are eligible to participate in the ESPP. Employee stock purchases are made through payroll deductions. The ESPP consists of six-month offering periods during which employees may enroll in the plan. The purchase price on each purchase date shall not be less than eighty-five percent (85%) of the lesser of (a) the fair market value of a share of stock on the offering date of the offering period or (b) the fair market value of a share of stock on the purchase date. During both the three and six months ended June 30, 2024, there were 24,000 shares of Class A Common Stock purchased by employees through the ESPP. During both the three and six months ended June 30, 2023, there were no employee purchases of Class A Common Stock through the ESPP.

401(k) Employee Savings Plan

The Company sponsors a defined contribution 401(k) plan (the “Plan”) that covers substantially all employees. During both the three and six months ended June 30, 2024, the Company made no matching contributions. During the three and six months ended June 30, 2023, the Company matched $0.3 million and $0.9 million, respectively.

Revenue - Contract with Customers Assets and Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Liabilities:
Deferred revenue, current	$ 148,774	$ 160,493
Deferred revenue, noncurrent	24,391	17,026
Accounts receivable, net
Assets:
Assets related to contracts with customers	2,823	3,306
Prepaid member travel
Assets:
Assets related to contracts with customers	17,577	20,547
Other current assets
Assets:
Assets related to contracts with customers	1,117	1,053
Other noncurrent assets
Assets:
Assets related to contracts with customers	$ 744	$ 845

Related Party Transactions

6 Months Ended

Jun. 30, 2024

Related Party Transactions

Related Party Transactions

(17) Related Party Transactions

As part of the Portico acquisition in 2013, Inspirato LLC entered into certain ancillary and commercial arrangements with Exclusive Resorts, where several of the Company’s significant shareholders also hold a significant investment, primarily involving the continuation of services to Portico members until such memberships terminate. As of June 30, 2024 and December 31, 2023, balances due from related parties for these arrangements totaled $1.3 million and $0.8 million, respectively, and are recorded to accounts receivable, net – related parties on the Company’s Condensed Consolidated Balance Sheets. Revenue related to these arrangements is included in the Company's travel revenue. Separating revenue related to Portico’s members from the Company’s total travel revenue is not practicable.

Inspirato LLC was party to certain property usage agreements with Exclusive Resorts, pursuant to which Inspirato LLC paid Exclusive Resorts to use and operate certain Exclusive Resorts homes for Inspirato members’ usage. For the three and six months ended June 30, 2024, Inspirato recognized no related party expense related to these agreements as these property usage agreements had been terminated during 2023. For the three and six months ended June 30, 2023, Inspirato recognized $0.1 million and $0.6 million, respectively, in related party expense related to these agreements. As of June 30, 2024 and December 31, 2023, Inspirato had paid all amounts due and payable under the property usage agreements.

In March of 2024, Inspirato LLC entered into license agreements with Exclusive Resorts for use of certain of the Company’s leased properties. These agreements, as amended in April 2024, commence in May and September of 2024. The agreements have initial terms of three years, subject to early termination rights for both parties. For the three and six months ended June 30, 2024, $0.1 million and $0.1 million, respectively, of revenue was recognized in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Loss.

Inspirato LLC has entered into lease agreements with certain Company executives and board members whereby Inspirato LLC leases property from those executives and board members and pays those executives and board members a fee in advance of the leased property becoming available for occupancy. Total payments made under these lease agreements were less than $0.1 million during both the three and six months ended June 30, 2024. Total payments made under these lease agreements were less than $0.1 million for both the three and six months ended June 30, 2023.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details

Loss Attributable to Inspirato Incorporated per Class A Share (Details) - $ / shares shares in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Loss Attributable to Inspirato Incorporated per Class A Share
Weighted average Class A Shares outstanding, Basic	3,730	3,367	3,663	3,299
Weighted average Class A Shares outstanding, Basic	(3,730)	(3,367)	(3,663)	(3,299)
Net income (loss) attributable to Inspirato Incorporated per Class A share, Basic (in dollars per share)	$ (2.33)	$ (6.96)	$ (2.03)	$ (7.98)
Net income (loss) attributable to Inspirato Incorporated per Class A Share, Diluted (in dollar per share)	$ (2.33)	$ (6.96)	$ (2.03)	$ (7.98)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

+ Details

Noncontrolling Interest (Tables)

6 Months Ended

Jun. 30, 2024

Noncontrolling Interest

Summary of changes in ownership share ownership of Inspirato LLC

The following table summarizes the changes in share ownership of Inspirato LLC (in thousands):


	New Common Units
	Inspirato Incorporated	Continuing Inspirato LLC Members	Continuing Inspirato LLC Members subject to vesting	Total
Balance as of January 1, 2023	3,136	2,983	85	6,204
Conversion of Class V to Class A	140	(140)	—	—
Vesting of profits interests	—	22	(22)	—
Issuance of Common Stock from net option exercises	118	—	—	118
Balance as of June 30, 2023	3,394	2,865	63	6,322

Balance as of January 1, 2024	3,537	2,907	—	6,444
Conversion of Class V to Class A	49	(49)	—	—
Issuance of Common Stock from employee stock purchases and vesting of restricted stock units	233	—	—	233
Balance as of June 30, 2024	3,819	2,858	—	6,677

Accounts Payable and Accrued Liabilities

6 Months Ended

Jun. 30, 2024

Accounts Payable and Accrued Liabilities

Accounts Payable and Accrued Liabilities

(6) Accounts Payable and Accrued Liabilities

The following table presents the components of accounts payable and accrued liabilities (in thousands):


	June 30,		December 31,
	2024		2023
Trade creditors	$	10,742	$	11,644
Occupancy taxes payable		6,188		6,823
Compensation accruals		3,429		3,786
Income and other taxes payable		211		495
Accounts payable and accrued liabilities	$	20,570	$	22,748

Loss Attributable to Inspirato Incorporated per Class A Share (Tables)

6 Months Ended

Jun. 30, 2024

Loss Attributable to Inspirato Incorporated per Class A Share

Schedule of basic and diluted earnings per share

The following table presents the Company’s basic and diluted EPS for the three and six months ended June 30, 2024 and 2023 (in thousands, except per share amounts):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net loss attributable to Inspirato Incorporated	$	(8,707)	$	(23,420)	$	(7,444)	$	(26,316)
Weighted average Class A Shares outstanding, Basic and Diluted		3,730		3,367		3,663		3,299
Net loss attributable to Inspirato Incorporated per Class A Share, Basic and Diluted	$	(2.33)	$	(6.96)	$	(2.03)	$	(7.98)

Schedule of anti-dilutive securities

The following securities are excluded from the computation of diluted shares for the three and six months ended June 30, 2024 and 2023 due to their anti-dilutive effects (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Restricted stock units		564		943		606		857
Stock options		165		237		177		249
Warrants		431		431		431		431
Note		885		—		885		—
Anti-dilutive securities		2,045		1,611		2,099		1,537

Leases (Tables)

6 Months Ended

Jun. 30, 2024

Leases

Summary of composition of operating lease expense

The following table details the composition of operating lease expense (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Operating lease expense	$	18,830	$	22,360	$	38,558	$	45,158
Variable lease expense	$	200	$	116	$	501	$	502

Schedule of maturities of operating lease liabilities

The maturities of the Company’s operating lease liabilities as of June 30, 2024 are as follows (in thousands):


Fiscal Year Ending	Operating leases
Remainder of 2024	$	41,573
2025		71,450
2026		52,994
2027		39,788
2028		31,032
2029 and thereafter		76,668
Total minimum lease payments		313,505
Less: interest expense		(67,006)
Present value of lease obligations		246,499
Less: current lease obligations		(61,302)
Long-term lease obligations	$	185,197

Summary of additional information about the Company's operating lease obligations


	June 30,	December 31,
	2024	2023
Weighted-average remaining lease term (in years)	5.5	5.6
Weighted-average discount rate	8.83%	8.23%

Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Accounts Payable and Accrued Liabilities
Trade creditors	$ 10,742	$ 11,644
Occupancy taxes payable	6,188	6,823
Compensation accruals	3,429	3,786
Income and other taxes payable	211	495
Accounts payable and accrued liabilities	$ 20,570	$ 22,748

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock shares authorized	5,000,000	5,000,000
Preferred stock shares issued	0	0
Preferred stock shares outstanding	0	0
Class A Common Stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock shares authorized	50,000,000	50,000,000
Common stock shares issued	3,819,000	3,537,000
Common stock shares outstanding	3,819,000	3,537,000
Class B Common Stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock shares authorized	5,000,000	5,000,000
Common stock shares issued	0	0
Common stock shares outstanding	0	0
Class V Common Stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock shares authorized	25,000,000	25,000,000
Common stock shares issued	2,858,000	2,907,000
Common stock shares outstanding	2,858,000	2,907,000

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) (Unaudited) - USD ($) $ in Thousands	Common Stock Class A Common Stock	Common Stock Class V Common Stock	Additional Paid-in Capital	Accumulated Deficit Cumulative effect of change in accounting principle	Accumulated Deficit	Noncontrolling Interests Cumulative effect of change in accounting principle	Noncontrolling Interests	Class A Common Stock	Cumulative effect of change in accounting principle	Total
Balance at beginning of period at Dec. 31, 2022	$ 6	$ 6	$ 245,652		$ (233,931)		$ (86,723)			$ (74,990)
Balance at beginning of period (in shares) at Dec. 31, 2022	3,136,000	3,068,000
Increase (decrease) in members equity
Net loss and comprehensive loss					(2,896)		(3,007)			(5,903)
Equity based compensation			657							657
Issuance of common stock upon exercise of stock option awards, net of shares withheld for income taxes			438							438
Issuance of common stock upon exercise of stock option awards, net of shares withheld for income taxes (in shares)	91,000
Issuance of Class A shares upon conversion of Class V shares	$ 1		(1,481)				1,480
Issuance of Class A shares upon conversion of Class V shares (in shares)	108,000	(108,000)
Balance at end of period at Mar. 31, 2023	$ 7	$ 6	245,266	$ (96)	(236,923)	$ (108)	(88,358)		$ (204)	(80,002)
Balance at end of period (in shares) at Mar. 31, 2023	3,335,000	2,960,000
Balance at beginning of period at Dec. 31, 2022	$ 6	$ 6	245,652		(233,931)		(86,723)			(74,990)
Balance at beginning of period (in shares) at Dec. 31, 2022	3,136,000	3,068,000
Increase (decrease) in members equity
Net loss and comprehensive loss										$ (52,575)
Issuance of common stock upon exercise of stock option awards, net of shares withheld for income taxes (in shares)										118,000
Issuance of Class A shares upon conversion of Class V shares (in shares)								140,000
Balance at end of period at Jun. 30, 2023	$ 7	$ 6	248,346		(260,343)		(110,927)			$ (122,911)
Balance at end of period (in shares) at Jun. 30, 2023	3,394,000	2,928,000
Balance at beginning of period at Mar. 31, 2023	$ 7	$ 6	245,266	$ (96)	(236,923)	$ (108)	(88,358)		$ (204)	(80,002)
Balance at beginning of period (in shares) at Mar. 31, 2023	3,335,000	2,960,000
Increase (decrease) in members equity
Net loss and comprehensive loss					(23,420)		(23,252)			(46,672)
Equity based compensation			3,731							3,731
Issuance of common stock upon exercise of stock option awards, net of shares withheld for income taxes			32							32
Issuance of common stock upon exercise of stock option awards, net of shares withheld for income taxes (in shares)	27,000
Issuance of Class A shares upon conversion of Class V shares			(683)				683
Issuance of Class A shares upon conversion of Class V shares (in shares)	32,000	(32,000)						32,000
Balance at end of period at Jun. 30, 2023	$ 7	$ 6	248,346		(260,343)		(110,927)			(122,911)
Balance at end of period (in shares) at Jun. 30, 2023	3,394,000	2,928,000
Balance at beginning of period at Dec. 31, 2023	$ 7	$ 6	255,527		(285,782)		(124,456)			(154,698)
Balance at beginning of period (in shares) at Dec. 31, 2023	3,537,000	2,907,000
Increase (decrease) in members equity
Net loss and comprehensive loss					1,263		986			2,249
Equity based compensation			2,878							2,878
Issuance of common stock upon vesting of restricted stock units, net of shares withheld for income taxes			(276)							(276)
Issuance of common stock upon vesting of restricted stock units, net of shares withheld for income taxes (shares)	103,000
Issuance of Class A shares upon conversion of Class V shares			(1,091)				1,091
Issuance of Class A shares upon conversion of Class V shares (in shares)	36,000	(36,000)
Balance at end of period at Mar. 31, 2024	$ 7	$ 6	257,038		(284,519)		(122,379)			(149,847)
Balance at end of period (in shares) at Mar. 31, 2024	3,676,000	2,871,000
Balance at beginning of period at Dec. 31, 2023	$ 7	$ 6	255,527		(285,782)		(124,456)			(154,698)
Balance at beginning of period (in shares) at Dec. 31, 2023	3,537,000	2,907,000
Increase (decrease) in members equity
Net loss and comprehensive loss										(13,144)
Issuance of Class A shares upon conversion of Class V shares (in shares)								49,000
Balance at end of period at Jun. 30, 2024	$ 7	$ 6	257,990		(293,226)		(127,359)			(162,582)
Balance at end of period (in shares) at Jun. 30, 2024	3,819,000	2,858,000
Balance at beginning of period at Mar. 31, 2024	$ 7	$ 6	257,038		(284,519)		(122,379)			(149,847)
Balance at beginning of period (in shares) at Mar. 31, 2024	3,676,000	2,871,000
Increase (decrease) in members equity
Net loss and comprehensive loss					(8,707)		(6,686)			(15,393)
Equity based compensation			2,672							2,672
Issuance of common stock upon vesting of restricted stock units, net of shares withheld for income taxes			(98)							(98)
Issuance of common stock upon vesting of restricted stock units, net of shares withheld for income taxes (shares)	106,000
Issuance of Class A shares upon conversion of Class V shares			(1,706)				1,706
Issuance of Class A shares upon conversion of Class V shares (in shares)	13,000	(13,000)						13,000
Issuance of common stock through employee stock purchase plan			84							84
Issuance of common stock through employee stock purchase plan (shares)	24,000
Balance at end of period at Jun. 30, 2024	$ 7	$ 6	$ 257,990		$ (293,226)		$ (127,359)			$ (162,582)
Balance at end of period (in shares) at Jun. 30, 2024	3,819,000	2,858,000

Prepaid Expenses and Prepaid Member Travel

6 Months Ended

Jun. 30, 2024

Prepaid Expenses and Prepaid Member Travel

Prepaid Expenses and Prepaid Member Travel

(4) Prepaid Expenses and Prepaid Member Travel

Prepaid expenses

Prepaid expenses are as follows (in thousands):


	June 30,		December 31,
	2024		2023
Software	$	1,968	$	2,899
Insurance		2,522		1,873
Property operations		906		720
Operating supplies		498		643
Total	$	5,894	$	6,135

Prepaid Member Travel

Prepaid member travel of $17.6 million and $20.5 million as of June 30, 2024 and December 31, 2023, respectively, includes deposits for future member travel.

Supplemental Financial Information

6 Months Ended

Jun. 30, 2024

Supplemental Financial Information

Supplemental Financial Information

(18) Supplemental Financial Information

The following table presents the year-to-date supplemental and non-cash investing and financing activities (in thousands):


	Six months ended June 30,
	2024		2023
Supplemental cash flow information:
Cash paid for income taxes	$	106	$	59
Significant non-cash transactions:
Conversion of Class V to Class A stock	$	2,797	$	—
Accounting principle adoption	$	—	$	204
Fixed assets purchased but unpaid, included in accounts payable at period end	$	367	$	1,038
Operating lease right-of-use assets exchanged for lease obligations	$	20,993	$	35,068

Property and Equipment, Net (Tables)

6 Months Ended

Jun. 30, 2024

Property and Equipment, Net

Schedule of property and equipment

Property and equipment, net are as follows (in thousands):


	Useful Life		June 30,		December 31,
	(years)		2024		2023
Residence leasehold improvements		3	$	21,465	$	21,372
Internal-use software		3		17,587		16,510
Corporate office leasehold improvements		3		3,901		5,323
Furniture, fixtures and equipment		5		1,262		1,214
Computer equipment		3		1,114		1,114
Residence vehicles		5		584		689
Total cost				45,913		46,222
Accumulated depreciation and amortization				(28,196)		(26,718)
Property and equipment, net			$	17,717	$	19,504

Significant Accounting Policies - Reclassification of Prior Year Presentation (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Significant Accounting Policies
Cost of revenue	$ 51,201	$ 64,716	$ 99,725	$ 124,772
General and administrative	13,994	16,680	28,643	34,587
Sales and marketing	8,772	8,309	17,498	15,019
Operations	4,766	6,966	11,789	15,262
Technology and development	2,266	3,280	4,316	6,687
General and administrative, equity-based compensation	$ 2,672	3,731	$ 5,550	4,388
Asset impairments		30,054		30,054
Previously Reported
Significant Accounting Policies
Cost of revenue		64,686		124,738
General and administrative		17,885		35,995
Sales and marketing		7,954		14,601
Operations		6,419		14,624
Technology and development		3,007		6,369
Conversion
Significant Accounting Policies
General and administrative, equity-based compensation		1,200		1,400
Adjustment
Significant Accounting Policies
Cost of revenue		30		34
General and administrative		(1,205)		(1,408)
Sales and marketing		355		418
Operations		547		638
Technology and development		$ 273		$ 318

Leases

6 Months Ended

Jun. 30, 2024

Leases

Leases

(8) Leases

The Company enters into operating leases primarily for standalone homes, luxury condos and hotel rooms and suites. As of June 30, 2024, active leases have remaining terms ranging from 1 to 19 years, and generally contain extension options at the approval of both parties. The Company has not generally included these renewal periods in the lease term as it is not reasonably certain that the renewal option will be exercised. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Variable lease expense includes expenses incurred as a result of the lease agreement which are not considered known expenses at lease inception and are recognized as incurred. Variable expenses can include, but are not limited to, revenue shares, owner buyback adjustments and usage-based agreements. Operating lease expense and variable lease expense are included in cost of revenue within the Condensed Consolidated Statements of Operations and Comprehensive Loss.

The following table details the composition of operating lease expense (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Operating lease expense	$	18,830	$	22,360	$	38,558	$	45,158
Variable lease expense	$	200	$	116	$	501	$	502

The maturities of the Company’s operating lease liabilities as of June 30, 2024 are as follows (in thousands):


Fiscal Year Ending	Operating leases
Remainder of 2024	$	41,573
2025		71,450
2026		52,994
2027		39,788
2028		31,032
2029 and thereafter		76,668
Total minimum lease payments		313,505
Less: interest expense		(67,006)
Present value of lease obligations		246,499
Less: current lease obligations		(61,302)
Long-term lease obligations	$	185,197

As of June 30, 2024, the Company was party to 16 leases that had not yet commenced. Future payments under these leases were $24.3 million as of June 30, 2024.

The following table presents additional information about the Company’s operating lease obligations:


	June 30,	December 31,
	2024	2023
Weighted-average remaining lease term (in years)	5.5	5.6
Weighted-average discount rate	8.83%	8.23%

Impairment of Right-of-Use Assets

The Company tests long-lived assets for recoverability whenever events or changes in circumstances suggest that the carrying value of an asset or group of assets may not be recoverable.

During the three and six months ended June 30, 2024, the Company reviewed cash flow forecasts of leases against the carrying value of their right-of-use assets. The Company determined that none of the right-of-use assets for leases had net carrying values that exceeded their estimated undiscounted future cash flows and therefore no impairment was recorded for the three and six months ended June 30, 2024.

During the three and six months ended June 30, 2023, the Company reviewed cash flow forecasts of leases against the carrying value of their right-of-use assets. The Company determined that the right-of-use assets for thirty-three leases had net carrying values that exceeded their estimated undiscounted future cash flows. These leases were primarily related to one group of underperforming properties in a single geographic location. The Company then estimated the fair value of the asset groups based on their cash flows discounted at a rate commensurate with the risk involved and based on assumptions representative of market participants. The carrying values of the asset groups exceeded their fair values and, as a result, the Company recorded right-of-use asset impairments of $30.1 million and property and equipment impairment of $0.3 million for the three and six months ended June 30, 2023. These impairments are recorded in asset impairments within the Company’s Condensed Consolidated Statements of Operations and Comprehensive Loss.

Earnings (Loss) Attributable to Inspirato Incorporated per Class A Share - Anti-dilutive securities (Details) - shares shares in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Anti-dilutive securities
Anti-dilutive securities	2,045	1,611	2,099	1,537
Restricted stock units
Anti-dilutive securities
Anti-dilutive securities	564	943	606	857
Employee Stock Option
Anti-dilutive securities
Anti-dilutive securities	165	237	177	249
Warrants
Anti-dilutive securities
Anti-dilutive securities	431	431	431	431
Note
Anti-dilutive securities
Anti-dilutive securities	885		885

Commitments and Contingencies

6 Months Ended

Jun. 30, 2024

Commitment and Contingencies

Commitments and Contingencies

(14) Commitments and Contingencies

Litigation

The Company is involved in various legal proceedings. The Company establishes reserves for specific legal proceedings when the likelihood of an unfavorable outcome is probable and the amount of loss can be reasonably estimated. The Company does not believe that there is a reasonable possibility of material loss or loss in excess of the amount that the Company has accrued. The Company recognizes legal fees related to any ongoing legal proceeding as incurred.

On February 16, 2023, a class action lawsuit was filed in the U.S. District Court in the District of Colorado captioned Keith Koch, Individually and on behalf of all others similarly situated v. Inspirato Incorporated, Brent Handler, and R. Webster Neighbor. The complaint alleged violations of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder against all defendants, and Section 20(a) of the Exchange Act against the individual defendants. The complaint generally alleged that certain of the Company’s prior public statements about its results of operations and financial condition were materially false and misleading because they misrepresented and failed to disclose adverse facts pertaining to the restatement of the Company’s Condensed Consolidated Financial Statements as of and for the three months ended March 31, 2022 and June 30, 2022. On July 16, 2024, the magistrate recommended the case be dismissed and the plaintiff filed objections to these recommendations on July 30, 2024. The Company responded to these objections on August 13, 2024 and expects the Court to dismiss the shareholder lawsuit.

Financial Guarantee Requirement

Inspirato LLC is a party to a financial guarantee requirement with a third party. The guarantee is satisfied through $30 million in surety bonds. The surety bond agreements remain in effect and their term is continuous. The surety has the right to terminate the bonds upon 180 days’ notice. Inspirato LLC has the right to terminate the bonds upon termination and satisfaction of the agreement which the bonds secure.

Credit Card Reserve

The Company has a $10 million restricted cash reserve balance with a credit card issuer. As of June 30, 2024 and December 31, 2023, $10.0 million and $4.8 million, respectively, was reserved and is included in restricted cash within the Condensed Consolidated Balance Sheets.

Leases - Operating lease expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Operating lease expense
Operating lease expense	$ 18,830	$ 22,360	$ 38,558	$ 45,158
Variable lease expense	$ 200	$ 116	$ 501	$ 502
Minimum [Member]
Leases
Active leases, initial term	1 year		1 year
Maximum [Member]
Leases
Active leases, initial term	19 years		19 years

Revenue (Tables)

6 Months Ended

Jun. 30, 2024

Revenue

Schedule of revenues

Revenues are as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Travel	$	38,846	$	48,031	$	88,520	$	103,159
Subscription		25,240		36,038		53,305		72,549
Rewards and other revenue		3,296		23		5,802		84
Total	$	67,382	$	84,092	$	147,627	$	175,792

Schedule of assets and liabilities related to contracts with customers

Assets and liabilities related to contracts with members are as follows (in thousands):


	June 30,		December 31,
	2024		2023
Assets:
Accounts receivable, net	$	2,823	$	3,306
Prepaid member travel	$	17,577	$	20,547
Other current assets	$	1,117	$	1,053
Other noncurrent assets	$	744	$	845

Liabilities:
Deferred revenue, current	$	148,774	$	160,493
Deferred revenue, noncurrent	$	24,391	$	17,026

Schedule of deferred revenue

Deferred revenue is comprised of the following (in thousands):


	June 30,		December 31,
	2024		2023
Travel	$	81,012	$	81,613
Subscriptions		63,793		66,367
Travel credits		16,788		18,852
Rewards		11,572		10,687
Total		173,165		177,519
Less: Deferred revenue, noncurrent		24,391		17,026
Deferred revenue, current	$	148,774	$	160,493

Revenue - Revenue Disaggregation (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Revenue
Revenue	$ 67,382	$ 84,092	$ 147,627	$ 175,792
Capitalized commissions	1,900		1,900
Total	173,165		173,165		$ 177,519
Less: Deferred revenue, noncurrent	24,391		24,391		17,026
Deferred revenue, current	148,774		148,774		160,493
Deferred Revenue, Revenue Recognized			$ 107,800	103,400
Deferred revenue recognized period			2 years
Amortization term (in years)			10 years
Sales and marketing
Revenue
Amortization expense in sales and marketing	800	100	$ 1,100	100
Other current assets
Revenue
Capitalized commissions	1,200		1,200
Other noncurrent assets
Revenue
Capitalized commissions	700		$ 700
Maximum [Member]
Revenue
Rewards benefits period			30 months
Travel
Revenue
Revenue	38,846	48,031	$ 88,520	103,159
Total	81,012		81,012		81,613
Subscription
Revenue
Revenue	25,240	36,038	53,305	72,549
Total	63,793		63,793		66,367
Rewards And Other Revenue
Revenue
Revenue	3,296	$ 23	5,802	$ 84
Travel credits
Revenue
Total	16,788		16,788		18,852
Rewards
Revenue
Total	$ 11,572		$ 11,572		$ 10,687

Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2024

Significant Accounting Policies

Basis of Presentation

(a) Basis of Presentation

All amounts presented in these Condensed Consolidated Financial Statements are expressed in thousands of U.S. dollars, except share and per share amounts and unless otherwise noted.

Reclassification of Prior Year Presentation

(b) Reclassification of Prior Year Presentation


	For the three months ended June 30, 2023
	Previously Reported		Adjustment		Adjusted Presentation
Cost of revenue	$	64,686	$	30	$	64,716
General and administrative	$	17,885	$	(1,205)	$	16,680
Sales and marketing	$	7,954	$	355	$	8,309
Operations	$	6,419	$	547	$	6,966
Technology and development	$	3,007	$	273	$	3,280


	For the six months ended June 30, 2023
	Previously Reported		Adjustment		Adjusted Presentation
Cost of revenue	$	124,738	$	34	$	124,772
General and administrative	$	35,995	$	(1,408)	$	34,587
Sales and marketing	$	14,601	$	418	$	15,019
Operations	$	14,624	$	638	$	15,262
Technology and development	$	6,369	$	318	$	6,687

Use of Estimates

Nature of Business

6 Months Ended

Jun. 30, 2024

Nature of Business

Nature of Business

(1) Nature of Business

Inspirato Incorporated and its subsidiaries (the “Company”, also referred to as “Inspirato”) is a subscription-based luxury travel company that provides exclusive access to a managed and controlled portfolio of curated vacation options, delivered through an innovative model designed to ensure the service, certainty and value that discerning customers demand. The Inspirato portfolio includes branded luxury vacation homes, accommodations at five-star hotel and resort partners and custom travel experiences.

For travelers, the Company offers access to a diverse portfolio of curated luxury vacation options that includes approximately 420 private luxury vacation homes available to the Company’s customers and accommodations at over 230 luxury hotel and resort partners in the Company’s over 180 destinations around the world as of June 30, 2024. The Company’s portfolio also includes Inspirato Only experiences, featuring one-of-a-kind luxury safaris, cruises and other experiences with Inspirato-only member lists along with Bespoke trips, which offer custom-designed “bucket list” itineraries. Every Inspirato trip comes with the Company’s personalized service envelope — including pre-trip planning, on-site concierge and daily housekeeping — designed to meet the needs of discerning travelers and drive exceptional customer satisfaction.

As of June 30, 2024, the Company’s only subsidiary is Inspirato LLC. Inspirato LLC generally has subsidiaries in the jurisdictions where the Company has rental properties located. These entities typically lease local properties.

Liquidity and Management’s Plans

During the year ended December 31, 2023, and the six months ended June 30, 2024, the Company experienced declines in active subscriptions, nights delivered and total average daily rates. As a result of these negative trends, revenues declined to $67.4 million and $147.6 million for the three and six months ended June 30, 2024, respectively, from $84.1 million and $175.8 million for the three and six months ended June 30, 2023, respectively. The Company also experienced negative cash flows from operating activities of $9.0 million and $29.3 million for the six months ended June 30, 2024, and 2023, respectively. As of June 30, 2024, the Company had $18.8 million of cash and cash equivalents and $10.7 million of restricted cash compared to $36.6 million of cash and cash equivalents and $5.7 million of restricted cash balances as of December 31, 2023.

As result of the continued operational challenges and significance of those conditions in relation to the Company’s liquidity needs, management has developed and is executing on plans to address improvements in operations as well as obtain new capital investments that the Company believes will allow the Company to continue to meet its projected working capital and capital expenditure requirements for a period of at least the next twelve months. As of the date of these consolidated financial statements, the Company has implemented the following initiatives:

Capital Initiatives:

●

On August 12, 2024, the Company entered into an investment agreement (the “Investment Agreement”) with One Planet Group LLC, a Delaware limited liability company (the “Purchaser”), to acquire $10.0 million of Class A common stock, $0.00001 par value per share, at $3.43 per share, and a warrant to acquire an additional 2.9 million shares of Class A common stock, for an aggregate purchase price of $10.0 million (the “One Planet Financing”). Upon closing, the Purchaser has the ability to name three new Directors to the Inspirato Board of Directors and the size of the Company’s Board is expected to remain at seven Directors. At the initial closing on August 13, 2024, the Purchaser acquired the first tranche of 1,335,271 shares for $4.6 million. At the second closing, which is expected to occur in September 2024 and is subject to approval of the Company’s stockholders, the Purchaser will acquire the remaining 1,580,180 shares for $5.4 million, subject to a shareholder vote. In addition, pursuant to the Investment Agreement, the Purchaser was granted an option to acquire additional shares of Class A common stock for $3.43 per share with an aggregate purchase price of up to $2.5 million. The option may be exercised only if the second closing occurs. Additionally, along with each purchase of shares of Class A common stock, including optional additional shares, the Purchaser obtains an equivalent number of warrants which can each be exercised for an additional share of Class A common stock for $3.43 per warrant and is exercisable for 5 years. These warrants will be issued only if the second tranche closing occurs.

The Company is also pursuing additional financing strategies and options. There can be no assurances that additional financing will be available at terms that will be satisfactory to the Company.

Operational Initiatives:

●

The Company initiated a:

o

15% reduction of force of its headcount on August 12, 2024.

o

Entered into a Lease Termination and Surrender Agreement on August 12, 2024, effective August 31, 2024, (the “Termination Agreement”) of certain previously impaired, underperforming leases whereby the Company is extinguishing approximately $41.2 million in lease liabilities as of the effective date of the Termination Agreement for leases that previously did not have termination rights.

Based on management’s plans, the Company expects to have sufficient liquidity for the continued operations of the Company’s business and necessary capital expenditures for a period of at least the next twelve months.

Reverse Stock Split

A reverse stock split in the ratio of 1-for-20 of all classes of common and preferred stock (the “Reverse Stock Split”) became effective as of October 16, 2023. The Reverse Stock Split had no effect on the par value of the Company's Common Stock. The total number of shares of Class A Common Stock that the Company is authorized to issue was reduced from 1,000,000,000 to 50,000,000, the total number of shares of Class B Non-Voting Common Stock that the Company is authorized to issue was reduced from 100,000,000 to 5,000,000, the total number of shares of Class V Common Stock that the Company is authorized to issue was reduced from 500,000,000 to 25,000,000 and the total number of shares of Preferred Stock that the Company is authorized to issue was reduced from 100,000,000 to 5,000,000. Immediately after the Reverse Stock Split, each stockholder's percentage ownership interest in the Company and proportional voting power remained unchanged, except for minor changes resulting from the treatment of fractional shares.

Proportional adjustments were also made to the number of shares of Class A Common Stock issuable pursuant to the Company’s outstanding warrants, Note (as defined below) and equity awards, as well as the number of shares authorized and reserved for issuance pursuant to the Company’s equity incentive and employee stock purchase plans. The exercise prices, conversion prices and stock price targets of outstanding warrants, Note and equity awards were also proportionately adjusted, as applicable. All historical share and per share amounts have been adjusted to reflect the Reverse Stock Split for all periods presented.

Accounts Payable and Accrued Liabilities (Tables)

6 Months Ended

Jun. 30, 2024

Accounts Payable and Accrued Liabilities

Components of accounts payable and accrued liabilities

The following table presents the components of accounts payable and accrued liabilities (in thousands):


	June 30,		December 31,
	2024		2023
Trade creditors	$	10,742	$	11,644
Occupancy taxes payable		6,188		6,823
Compensation accruals		3,429		3,786
Income and other taxes payable		211		495
Accounts payable and accrued liabilities	$	20,570	$	22,748

Equity of Inspirato Incorporated

6 Months Ended

Jun. 30, 2024

Equity of Inspirato Incorporated

Equity of Inspirato Incorporated

(10) Equity of Inspirato Incorporated

The Company had three classes of common stock as of June 30, 2024: Class A, Class V and Class B Common Stock. Holders of the Class A and Class V Common Stock will vote together as a single class on all matters submitted to stockholders for their vote or approval, except as required by applicable law, and each share of Class A or Class V Common Stock will be entitled to one vote on such matters. Holders of Class B Common Stock do not have voting rights. No class of common stock has any conversion rights.

Commitments and Contingencies (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Commitment and Contingencies
Restricted cash	$ 10,660	$ 5,700
Surety bonds
Commitment and Contingencies
Financial guarantee requirement amount	$ 30,000
Period of notice to terminate	180 days
Credit Card Reserve
Commitment and Contingencies
Financial guarantee requirement amount	$ 10,000
Restricted cash	$ 10,000	$ 4,800

Equity-Based Compensation - RSU Activity (Details) - Restricted Stock Units - $ / shares shares in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Number of units
Outstanding beginning	727	275
Granted	308	783
Vested	(300)	(85)
Forfeited	(30)	(42)
Outstanding ending	705	931
Weighted average grant date fair value
Outstanding beginning	$ 41.42	$ 124.60
Granted	3.94	27.41
Vested	35.09	120.40
Forfeited	35.46	56.06
Outstanding ending	$ 27.99	$ 46.34

Debt - Convertible Debt (Details) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended	6 Months Ended
	Sep. 29, 2023	Aug. 07, 2023	Jun. 30, 2024	Jun. 30, 2024	Dec. 31, 2023	Sep. 26, 2023
Debt
Carrying value			$ 20,988	$ 20,988	$ 23,854
Minimum liquidity threshold			10,000	10,000
Fair value gains			$ 300	$ 3,900
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]			Gain (Loss) On Fair Value Instruments	Gain (Loss) On Fair Value Instruments
Oakstone Ventures, Inc. \| Senior Secured Convertible Note due 2028
Debt
Strategic investment amount		$ 25,000
Interest rate	8.00%	8.00%
Net proceeds from offering	$ 23,100
Debt issuance costs	$ 1,900
Carrying value			$ 26,500	$ 26,500	$ 25,500
Conversion price per share						$ 30

Supplemental Financial Information (Tables)

6 Months Ended

Jun. 30, 2024

Supplemental Financial Information

Schedule of supplemental and non-cash investing and financing activities

The following table presents the year-to-date supplemental and non-cash investing and financing activities (in thousands):


	Six months ended June 30,
	2024		2023
Supplemental cash flow information:
Cash paid for income taxes	$	106	$	59
Significant non-cash transactions:
Conversion of Class V to Class A stock	$	2,797	$	—
Accounting principle adoption	$	—	$	204
Fixed assets purchased but unpaid, included in accounts payable at period end	$	367	$	1,038
Operating lease right-of-use assets exchanged for lease obligations	$	20,993	$	35,068

Insider Trading Arrangements	6 Months Ended
Insider Trading Arrangements	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited)
Revenue	$ 67,382	$ 84,092	$ 147,627	$ 175,792
Cost of revenue (including depreciation of $1,452, $2,741, $804 and $1,731 during the three and six months ended June 30, 2024 and 2023, respectively)	51,201	64,716	99,725	124,772
Asset impairments		30,054		30,054
Gross margin	16,181	(10,678)	47,902	20,966
General and administrative (including depreciation of $355, $693, $0 and $0 during the three and six months ended June 30, 2024 and 2023, respectively)	13,994	16,680	28,643	34,587
Sales and marketing	8,772	8,309	17,498	15,019
Operations	4,766	6,966	11,789	15,262
Technology and development	2,266	3,280	4,316	6,687
Depreciation and amortization	1,013	1,015	2,014	1,994
Interest expense (income), net	373	(414)	696	(527)
Loss (gain) on fair value instruments	316	(380)	(3,833)	(276)
Other expense (income), net	18	321	(277)	378
Loss and comprehensive loss before income taxes	(15,337)	(46,455)	(12,944)	(52,158)
Income tax expense	56	217	200	417
Net loss and comprehensive loss	(15,393)	(46,672)	(13,144)	(52,575)
Net loss and comprehensive loss attributable to noncontrolling interests	6,686	23,252	5,700	26,259
Net loss and comprehensive loss attributable to Inspirato Incorporated	$ (8,707)	$ (23,420)	$ (7,444)	$ (26,316)
Basic net loss attributable to Inspirato Incorporated per Class A share (in dollars per share)	$ (2.33)	$ (6.96)	$ (2.03)	$ (7.98)
Diluted net loss attributable to Inspirato Incorporated per Class A share (in dollars per share)	$ (2.33)	$ (6.96)	$ (2.03)	$ (7.98)

Prepaid Expenses and Prepaid Member Travel (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Prepaid Expenses and Prepaid Member Travel
Prepaid member travel	$ 17,577	$ 20,547
Prepaid expenses
Software	1,968	2,899
Insurance	2,522	1,873
Property operations	906	720
Operating supplies	498	643
Total	$ 5,894	$ 6,135

Noncontrolling Interest - Changes in ownership of New Common Units in Inspirato LLC (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Noncontrolling Interest
Beginning of period			6,444,000	6,204,000
Options exercised				118,000
Issuance of Common Stock from employee stock purchases and vesting of restricted stock units			233,000
End of period	6,677,000	6,322,000	6,677,000	6,322,000
Class A Common Stock
Noncontrolling Interest
Conversion of Class V to Class A stock	13,000	32,000	49,000	140,000
Inspirato Incorporated \| Inspirato LLC
Noncontrolling Interest
Beginning of period			3,537,000	3,136,000
Conversion of Class V to Class A stock			49,000	140,000
Options exercised				118,000
Issuance of Common Stock from employee stock purchases and vesting of restricted stock units			233,000
End of period	3,819,000	3,394,000	3,819,000	3,394,000
Continuing Inspirato LLC Members \| Inspirato LLC
Noncontrolling Interest
Beginning of period			2,907,000	2,983,000
Conversion of Class V to Class A stock			(49,000)	(140,000)
Vesting of Profits Interests				22,000
End of period	2,858,000	2,865,000	2,858,000	2,865,000
Continuing Inspirato LLC Members subject to vesting \| Inspirato LLC
Noncontrolling Interest
Beginning of period				85,000
Vesting of Profits Interests				(22,000)
End of period		63,000		63,000

Leases - Additional information about lease obligations (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024 USD ($) item lease	Jun. 30, 2023 USD ($) item	Jun. 30, 2024 USD ($) item lease	Jun. 30, 2023 USD ($) item	Dec. 31, 2023
Leases
Weighted-average remaining lease term (in years)	5 years 6 months		5 years 6 months		5 years 7 months 6 days
Weighted-average discount rate	8.83%		8.83%		8.23%
Lease liabilities
Number of leases impaired \| item	0	33	0	33
Right-of-use asset impairments	$ 0	$ 30,100	$ 0	$ 30,100
Property and equipment impairment		$ 300		$ 300
Operating Lease, Lease Not yet Commenced [Member]
Lease liabilities
Number of leases \| lease	16		16
Purchases not yet commenced			$ 24,300

Debt - Interest, Net (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Debt - Interest, Net (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Debt
Interest expense incurred	$ 500	$ 0	$ 1,000	$ 0
Interest income	100	400	300	500
Net interest income (expense)	$ (373)	$ 414	$ (696)	$ 527